SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported): January 28, 2004
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CSS Industries, Inc.
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(Exact name of registrant specified in Charter)
Delaware 1-2661 13-920657
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(State or other jurisdiction (Commission (IRS Employee
of incorporation) File Number) Identification No.)
1845 Walnut Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 569-9900
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(Former Name or Former Address, if Changed Since Last Report)
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
The following exhibit is being furnished in connection with disclosure pursuant
to Item 12 of this Form 8-K.
Exhibit No. Description
99.1 Press Release dated January 28, 2004
Item 9. Regulation FD Disclosure (Including Information Provided Under Item 12,
"Results of Operations and Financial Condition")
The following information is furnished to the Securities and Exchange Commission
under Items 9 and 12. The information required by Item 12 is being furnished
pursuant to this Item 9 in accordance with the interim guidance provided by the
Securities and Exchange Commission in "Filing Guidance Related To: Conditions
for Use of Non-GAAP Financial Measures; and Insider Trades During Pension Fund
Blackout Periods" (Release No. 33-8216, March 27, 2003).
On January 28, 2004, the Company issued a press release announcing its financial
results for the third quarter ended December 31, 2003. This information is
furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K and the Exhibit attached hereto shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, nor shall it be deemed incorporated by reference in any filing under the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CSS Industries, Inc.
(Registrant)
By: /s/ Clifford E. Pietrafitta
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Clifford E. Pietrafitta
Vice President-Finance and
Chief Financial Officer
Date: January 28, 2004